General Terms | Ariadnah Solutions B.V.

Definitions

These are the general terms and conditions (“Terms”) of Ariadnah Solutions B.V., a private company with limited liability registered with the trade register of the Dutch Chamber of Commerce under number 94873631 (“Ariadnah Solutions”).

Any words in these Terms that start with a capital letter shall have the following meaning, or as defined elsewhere in these Terms.

Affiliate means any entity which controls, is controlled by, or is under control with Supplier or the Customer, where “Control” means direct or indirect ownership of at least 50 percent of the shares, the right to appoint the directors, or equivalent power over management.
Agreement means an accepted Service Plan together with these Terms and/or specific Solution Terms for the provision of one or more Solutions and/or Services by Supplier to the Customer.
Authorized User means each employee or independent contractor within the Customer’s organization who is authorized by the Customer to access or use the Solution(s) or Services.
Customer means the legal person or entity visiting the Website and/or making use of the Solution(s) and/or Services, and/or identified as customer in the applicable Agreement.
Customer Content means all data, information, or material transmitted, uploaded or transferred to the Solution(s) by Authorized Users, including output generated by Third Party Services and captured in the Solution(s) at the instruction of the Customer.
Data Library means a collection of System Content containing publicly available data that is accessible through the Solution(s), collected by Supplier using structured collection methods.
DPA means the data processing addendum governing the processing of personal data by the Customer and Supplier in compliance with applicable data protection laws, including the GDPR.
Error means a substantial failure of the Solution to meet the functional or technical specifications of the Solution as explicitly stated by Supplier in writing.
Fees means the fees payable by the Customer to Supplier in connection with the provision of the Solution(s) and/or Services.
Force Majeure means an event or series of related events outside the reasonable control of Supplier, including war, natural disasters, governmental measures, pandemics, strikes, Internet or network failures, cloud or hosting failures, hacker attacks, malicious software, supplier non-performance due to force majeure, and failures or defects in third-party items, documents, software, or API integrations.
GDPR means Regulation (EU) 2016/679, including associated implementing acts, guidance, and any amendments, supplements, replacements, or repeals from time to time.
Intellectual Property means any and all intellectual property rights, whether registered or unregistered, including patents, copyrights, database rights, design rights, utility models, trademarks, trade names, goodwill, know-how, and trade secrets.
Service Plan means the bundle of Solution functionalities and/or Service(s) the Customer may subscribe to, including functionality, number of Authorized Users, support level, usage limitations, payment terms, Fees, duration, and other adopted criteria.
Service(s) means implementation, training, consultancy, or advisory services of any kind, explicitly not including Support.
Solution(s) means software or online platform application solutions developed and provided by Ariadnah Solutions as-a-service, including DORA Solutions, TheLegalApp, Structurez, and GDPR Manager.
Solution Terms means specific terms of use that may apply to the use of a specific Solution and that must be accepted prior to access or use.
Supplier means Ariadnah Solutions and/or any third-party service provider engaged by Ariadnah Solutions in the provision of part of the Services.
Support means first-line support provided by Ariadnah Solutions in relation to the functioning of the Solution(s) and the identification and resolution of Errors.
System Content means any data available through the Solution(s) that is not Customer Content.
Third-Party ICT Service(s) means any ICT operating service or content provided by a third party and made available for use on or through the Solutions, including AI-powered services delivered through APIs.
Website(s) means any and all websites owned and controlled by Ariadnah Solutions, including www.ariadnah-solutions.com and www.dora-solutions.com.

In these Terms, words in the singular include the plural and vice versa; wording such as “including”, “include”, “comprise” or “such as” is non-exhaustive; and the words “written” or “in writing” also include “via email”.

Applicability Terms

These Terms apply to the provision by Ariadnah Solutions, and the use by Customer of the Solutions, Services, the Website, and any offers, Agreements or other legal relationships between Ariadnah Solutions and Customer resulting therefrom or in connection therewith.

Ariadnah Solutions expressly rejects the applicability of Customer’s general purchase terms and conditions, unless Ariadnah Solutions has expressly accepted them in writing. Deviations from and additions to these Terms are only valid if agreed and confirmed in writing.

If any provision of these Terms is null and void or annulled, the other provisions remain in full force and effect.

Ariadnah Solutions may amend these Terms at any time. In the event of a material change, the Customer has fourteen days after notification to reject the amendment. If the Customer rejects the amendment and the change materially impacts its obligations or rights, the Customer may terminate the Agreement on the date the change takes effect. If the Customer does not reject the proposed changes within the specified period, the changes are deemed accepted. Non-material changes do not require acceptance.

These Terms are also drawn up for the benefit of Affiliates of Supplier and third-party Suppliers engaged by Ariadnah Solutions, who may invoke these Terms as a third-party clause under Dutch law.

Agreement and information

All offers, quotations and other statements of the Supplier are without obligation and subject to the acceptance of an Agreement by and between Ariadnah Solutions and the Customer.

The Customer guarantees the correctness and completeness of the information provided by or on behalf of Customer on which the Supplier bases the configuration of the Solution, the Services, or any offers, quotations or statements.

Any delivery and completion dates stated or accepted by the Supplier are target dates of an indicative nature only, unless expressly stated otherwise in writing.

To facilitate proper execution of the Services or the Agreement, the Customer shall timely provide all data or information deemed useful, necessary and desirable by the Supplier, render all necessary cooperation and access to its systems, and ensure its personnel or auxiliary persons have the required knowledge, expertise and experience.

The Customer shall immediately inform the Supplier of any unforeseen changes, events or other relevant circumstances that may affect the scope or performance of the Agreement or specific Solutions or Services.

Service performance

Ariadnah Solutions is entitled to have part of the Service(s) carried out by employees, contractors or other third-party Suppliers. Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code are expressly declared inapplicable.

The Supplier undertakes every effort to perform the Services with due care and, where appropriate, in accordance with the arrangements and procedures agreed in the Agreement. All Services are executed on a best-efforts basis.

If the Supplier, at the request or with the prior consent of the Customer, provides Services outside the content or scope of the Agreement, such Services shall be reimbursed by the Customer in accordance with the agreed Fees or, in the absence thereof, the Supplier’s normal hourly rates. The Supplier is never obliged to comply with such a request and may require a separate Agreement.

Solutions provision and access

The provision of and access to a Solution by Customer is subject to acceptance of the Agreement.

Any access codes or credentials provided by or on behalf of Ariadnah Solutions are confidential, may only be made known to Authorized Users, and remain the responsibility of the Customer to manage, revoke, and protect. The Customer must notify Ariadnah Solutions immediately of any breach of security or unauthorized use under its account.

Pursuant to gaining access to the Solution, the Customer may upload its Customer Content.

The Customer shall not allow third parties, including Affiliates, to use the Solution(s) unless Ariadnah Solutions has provided written consent. The Customer warrants that only Authorized Users will access and use the Solution(s) in accordance with the Agreement and remains fully responsible for all activities under its account.

Unless expressly agreed otherwise in writing, the Customer shall only use the Solution(s) for its own internal business purposes and/or for the Affiliates specified in the Agreement. The Customer shall not directly or indirectly make the Solution(s) available to third parties by sale, rent, sublicensing, timesharing or similar means.

The Customer is solely responsible for the management, correct settings and use of the Solutions, including use by Authorized Users, and for the interpretation and use of results, output and insights provided by the Solutions. The Customer is also independently responsible for meeting the minimum software or system requirements needed for interoperability.

Use restrictions

The Customer shall not use any of the Solutions or Websites in any way that causes, or may cause, damage to Ariadnah Solutions, the Solution(s) or the Services. The Customer shall observe the instructions given by the Supplier and not interfere with the integrity or proper functioning of the Solution(s), Websites, or stored data.

not use the Solutions for any illegal, fraudulent or unauthorized purpose;
comply with applicable Solution Terms and all applicable laws and regulations;
not sublicense, lease, resell, rent, transfer, distribute, copy, modify, decompile or reverse engineer the Solutions;
not conduct or request load testing or penetration testing on the Solutions;
not infringe Ariadnah Solutions’ Intellectual Property or the rights of third parties;
not upload or transmit Customer Content containing viruses, malicious code, illegal material, discriminatory material, or material infringing third-party rights;
not engage in systematic or automated data scraping, data mining, data extraction, data harvesting or similar collection activity in relation to the Solutions or Website;
not interfere with or circumvent the security features of the Solutions or Website.

The Customer shall indemnify and hold Ariadnah Solutions harmless from and against any claims, liabilities, damages, losses or costs, including legal and reasonable attorneys’ fees, arising from use of the Solution(s) or Websites in violation of these Terms or applicable Solution Terms.

Ariadnah Solutions may temporarily suspend access if it reasonably suspects a violation of these Terms or any specific Solution Terms. Ariadnah Solutions also retains the right to compare data use across customers to determine whether usage is outside the norm of fair use and to take temporary or terminating measures in the event of material violation.

Ariadnah Solutions has no control over, and is not responsible or liable for, the uploading, transmission or sharing of Customer Content, verification and validation of Customer Content, or verification and validation of outcomes, insights, results, output and visualisations resulting from the use of the Solutions.

Availability and Support

Ariadnah Solutions will use commercially reasonable efforts to make the Website and Solutions, including the Data Library, available 24 hours a day, 7 days a week, except during planned or unplanned downtime, and will use commercially reasonable efforts to inform the Customer of downtime in advance if and when possible.

Downtime caused directly or indirectly by force majeure, failure of the Customer’s computer systems or networks, breach by the Customer of these Terms or specific Solution Terms, or maintenance and downtime at hosting, cloud, Internet or network providers, shall not be considered a breach of the Agreement or these Terms.

The Website, Solutions and the Data Library are provided “AS IS” and “AS AVAILABLE”, without warranty or condition of any kind, explicit or implied. Ariadnah Solutions does not guarantee uninterrupted operation, complete freedom from Errors, or suitability for the purposes intended by the Customer.

Ariadnah Solutions may temporarily suspend access in full or in part for preventive, corrective or adaptive maintenance or for security reasons. Ariadnah Solutions also reserves the right to modify, discontinue or terminate the Solution or Service, or any part thereof, at any time and without notice, and cannot be held liable for resulting damages or loss.

Unless otherwise agreed in a Service Plan or SLA, the Customer may request Support by email or phone during Business Hours on Business Days. Ariadnah Solutions will handle properly substantiated requests within a reasonable period depending on severity and impact but does not guarantee the accuracy, completeness or timeliness of Support responses.

Fees and payments

The Customer shall pay the Fees and prices applicable to the Solutions and/or Services and any other applicable charges as prescribed in the Agreement and invoiced by Ariadnah Solutions. All Fees and prices are in euros and exclusive of VAT and other levies or duties imposed by governmental authorities, unless explicitly stated otherwise.

All Fees relating to access and use of one or more Solutions will be charged in advance. Fees relating to the provision of Services will be charged in arrears. Invoices are due and payable within thirty days after the invoice date, and the Customer is never entitled to suspend payment or set off amounts due.

Documents and data from Ariadnah Solutions’ administration or systems provide full evidence of Fees due, without prejudice to the Customer’s right to provide evidence to the contrary.

Discounts, upgrades, additional features or other options provided at no cost or at reduced Fees apply only for the duration of the initial term specified in the Service Plan or, if there is no such initial term, for a maximum of one year. Upon renewal, standard Fees apply unless expressly agreed otherwise in writing. Demo environments may be suspended or terminated at any time without liability and any Customer Content in the demo environment may be deleted irrevocably.

Ariadnah Solutions may annually adjust applicable Fees and prices without prior notice in accordance with the Dutch CBS index for commercial services and transport. Fee adjustments beyond indexation will be notified in writing at least thirty days before taking effect; if the Customer does not terminate before the effective date, the adjusted Fees are deemed accepted.

If the Customer fails to pay Fees on time, statutory commercial interest applies without demand or notice of default. Continued non-payment may lead to assignment of the claim, reimbursement of judicial and extrajudicial costs, suspension or limitation of access to the Solution(s), or other legal and contractual remedies.

Intellectual Property

Ariadnah Solutions or its licensor owns and retains all Intellectual Property connected with or embodied in the Website, the Solutions, the Data Library, the Services, and all software, materials, data and Confidential Information of Ariadnah Solutions.

Any usage rights granted to the Customer pursuant to an Agreement are non-exclusive, non-transferable, non-sublicensable, and granted solely for internal business use until terminated in accordance with the Agreement, these Terms or specific Solution Terms.

All rights of use granted to the Customer are subject to the condition that the Customer has fully paid all applicable Fees. Where a periodic payment obligation applies, the Customer is entitled to use the relevant rights only for as long as it continues to meet that payment obligation.

The Customer is prohibited from removing or amending any indications or credits of Intellectual Property or confidentiality from the Solutions, Websites, Data Library, Confidential Information or any other documentation or materials disclosed by Supplier.

The Customer acknowledges and accepts that Ariadnah Solutions is permitted to use the Customer’s name, logo and/or use-case for online marketing purposes. All right, title and interest in and to the Customer Content remains with the Customer.

Confidentiality and data protection

Each receiving party shall keep all Confidential Information received from the disclosing party strictly confidential, not disclose it to any third party without prior written consent, and only use and reproduce it for the performance of its obligations under the Agreement, including transmission to Third Party ICT Services and/or Suppliers.

These obligations do not apply to information that becomes publicly available other than through breach, was already known to the receiving party, or is required to be disclosed or used by law or court order. The burden of proof for invoking any exclusion rests with the receiving party.

Ariadnah Solutions shall have and maintain documented data management and business continuity plans, including those related to Customer Content, that comply at minimum with good industry practices and ensure adequate standards of availability, authenticity, integrity and confidentiality of data, whether at rest or in transit, and continuous accessibility and recoverability of Customer Content despite adverse operational scenarios.

Upon termination of the Agreement, the Solutions or Services, regardless of the reason thereof, any Confidential Information will be destroyed without withholding copies unless statutory provisions require a longer retention period, in which case applicable security and confidentiality measures remain in force.

Ariadnah Solutions shall comply with its obligations under the GDPR when processing personal data in the context of providing the Website, its Solutions or Services. To the extent Ariadnah Solutions processes personal data on behalf of the Customer, Ariadnah Solutions may provide a DPA.

Third Party ICT Services

The Customer acknowledges and accepts that the Solutions may integrate various Third-Party ICT Services, including AI service providers. If the Customer accesses or uses any such services, they are governed solely by the terms and conditions agreed between the Customer and the relevant third-party provider.

The Customer agrees to comply with all applicable terms, conditions and usage policies of those Third-Party ICT Service providers and shall indemnify and hold Ariadnah Solutions harmless from and against any claims, liabilities, damages, penalties, losses or costs, including legal and reasonable attorneys’ fees, arising out of or related to violations of those terms by the Customer or its Authorized Users.

If the Customer or its Authorized Users violate the terms and conditions of a Third-Party ICT Service provider, Ariadnah Solutions reserves the right to immediately suspend or terminate the Customer’s access to the Solutions, without prior notice, depending on the severity and impact of the violation.

Ariadnah Solutions shall never be responsible or liable for, and makes no representations as to, any aspect of Third-Party ICT Services or the terms and conditions applicable to them.

Limitation of liability

The total aggregate liability of the Supplier in any calendar year due to an attributable failure or any other legal reason whatsoever, including any failure to fulfil a warranty obligation, is limited to compensation of direct losses or damages only and up to the lower of: the total Fees received by Supplier from the Customer in the six months prior to the occurrence of the damage, or €5,000.

The Supplier shall not be liable to the Customer for loss of profits, loss of business, missed savings, loss of or reduced goodwill, loss or damage due to business stagnation or interruption, or any other special, indirect, or consequential loss or damage, regardless of cause or basis.

These exclusions and restrictions do not apply where and to the extent the damage or loss results from an intentional act or gross recklessness by the Supplier.

Except where performance is permanently impossible, the Supplier will only be in default after receiving written notice of default granting a reasonable term of at least thirty days to remedy the default, with a comprehensive and detailed description of the breach. Claims for compensation expire no later than twelve months after the Customer becomes aware, or reasonably should have become aware, of the event giving rise to the claim, unless there is a written settlement or legal proceedings have been initiated.

The Supplier shall never be liable for any damage or loss caused by or in connection with the Customer’s access or use of Third-Party ICT Services. Neither Party shall be liable for failure to comply with an obligation hindered by, or resulting from, Force Majeure.

Term and termination

The Agreement remains in effect for the initial term specified in the Service Plan or, in the absence thereof, for a term of one year. At the end of each initial term, the Agreement automatically renews for successive one-year terms unless expressly agreed otherwise or terminated in accordance with the relevant termination provisions.

Both the Customer and Ariadnah Solutions are entitled to terminate an Agreement, in whole or in part, for convenience ultimately one calendar month before the then-applicable term of the Agreement. Any such termination must occur in writing.

Ariadnah Solutions is also entitled to terminate its Services, access to the Solutions, and/or any underlying Agreement with immediate effect and without liability by providing written notice if the Customer ceases substantially all business operations, is declared bankrupt or requests suspension of payments, does not pay applicable Fees when due, violates Third-Party ICT Service terms in a way that significantly disrupts the Solutions or exposes Supplier to legal liability, or is in breach of any material obligation under the Agreement, Solution Terms or these Terms and fails to remedy that breach within thirty days after receiving notice.

Consequences of termination

Upon the expiration or termination of an Agreement, regardless of the reason, all usage rights of the Customer and its Authorized Users immediately cease, and the Customer and its Authorized Users must immediately cease and desist from using the Solutions under the Agreement.

Ariadnah Solutions has the right to deactivate all access by the Customer and its Authorized Users to the Solutions and to revoke access credentials as per the termination or end date recorded in Ariadnah Solutions’ systems. Ariadnah Solutions shall delete Customer Content one month after termination or expiration, unless a longer retention period is required by statutory retention obligations.

Any outstanding Fees, claims or invoices of Ariadnah Solutions at the time of termination or expiration become immediately due and payable. The Customer is never entitled to a partial refund of already paid Fees or any other form of compensation or damages solely because a Service or Agreement expires or terminates.

Where an Agreement ends due to reasons solely attributable to Ariadnah Solutions’ actions and not due to breach by the Customer or regulatory requirements, Ariadnah Solutions shall refund the pro-rata portion of prepaid Fees corresponding to the remaining unused period of the Service Plan. This is the Customer’s sole and exclusive remedy.

Miscellaneous

The Customer is not entitled to transfer its rights or obligations under the Agreement, in whole or in part, by operation of law or otherwise, without Ariadnah Solutions’ prior written consent. Ariadnah Solutions may, on notice and without the Customer’s consent, transfer the Agreement in its entirety to its successor in connection with a merger, reorganization, or sale of all or substantially all of its assets.

In the event of a conflict between the provisions of the Service Plan, Solution Terms and these Terms, the ranking order is: Service Plan, Solution Terms, then these Terms.

The Service Plan, these Terms, the Solution Terms and any related legal relationships are exclusively governed by the laws of the Netherlands. Any disputes arising in connection with them that cannot be settled amicably shall be exclusively brought before the district court of Amsterdam, the Netherlands.

General terms and conditions